BDH Industries Ltd. (MBIND) - Auditors Report

Company auditors report

To

The Members of

BDH INDUSTRIES LIMITED

Report on Financial Statements

We have audited the accompanying financial statements of BDH Industries Limited(the Company) which comprise the Balance Sheet as at 31st March2015 the Statement of Profit and Loss the Cash Flow Statement for the year then endedand a summary of the significant accounting policies and other explanatory information.

Managements Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 (the Act) with respect to the preparation ofthese financial statements that give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards specified underSection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

Auditors Responsibility

Our responsibility is to express an opinion on these financial statements based on ouraudit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances but not for the purpose of expressing anopinion on whether the Company has in place an adequate internal financial controls systemover financial reporting and the operating effectiveness of such controls. An audit alsoincludes evaluating the appropriateness of accounting policies used and the reasonablenessof the accounting estimates made by Company's Directors as well as evaluating the overallpresentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the financial statements give the information required by the Act in themanner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India:

a) In the case of Balance Sheet of the state of affairs of the Company as at 31stMarch 2015.

b) In the case of Statement of Profit and Loss of the loss for the year ended on thatdate and

c) In the Case of the Cash Flow statement of the Cash Flows for the year ended on thatdate.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2015 (the Order)issued by the Central Government of India in terms of

sub-section (11) of section143 of the Act we give in the Annexure a statement on thematters Specified in paragraphs 3 and 4 of

the said Order.

2. As required by section 143 (3) of the Act we report that:

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose of our audit.

(b) In our opinion proper books of accounts as required by law have been kept by theCompany so far as it appears from our examination of those books.

(c) The Balance Sheet Statement of Profit and Loss and Cash Flow Statement dealt withby this Report are in agreement with the books of accounts.

(d) In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014.

(e) On the basis of written representations received from the directors as on 31stMarch 2015 and taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2015 from being appointed as a director in termsof section 164(2) of the Act.

(f) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financialposition in its financial statements - Refer Note no. 23 to the financial statements.

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

For L. J. KOTHARI & CO.

Chartered Accountants

Firm Registration No.105313W

Lalit Kothari

Place : Mumbai

Proprietor

Date : May 27 2015

Membership No.030917

Annexure referred to in paragraph 1 of Report on Other Legal and RegulatoryRequirements of our report of even date

i) a) The Company has generally maintained proper records showing full particularsincluding quantitative details and situation of its

fixed assets.

b) Fixed assets have been physically verified by the management during the year and nomaterial discrepancies were identified on such verification.

ii) a) The management has conducted physical verification of inventory at reasonableintervals during the year.

b) In our opinion and according to the information and explanations given to us theprocedures of physical verification o inventory followed by the management were reasonableand adequate in relation to the size of the company and the nature o its business.

c) In our opinion and according to the information and explanation given to us thecompany has maintained proper records o inventory. No material discrepancies were noticedon physical verification of inventory as compared to book records.

iii) According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to companies firms or other parties covered inthe register maintained under section 189 of the Act. Accordingly paragraph (iii) of theorder is not applicable.

iv) In our opinion and according to the information and explanations given to us thereis an adequate internal control system commensurate with the size of the Company and thenature of its business for the purchase of inventory and fixed assets and for sale ofgoods and services. During the course of our audit we have not observed any majorweakness or continuing failure to correct any major weakness in the internal controlsystem of the Company in respect of these areas.

v) The Company has not accepted any deposit from the public pursuant to sections 73 to76 or any other relevant provisions of the Companies Act 2013 and rules framedthereunder. Therefore the provisions of clause 3(v) of the Companies (Auditors ReportOrder 2015 are not applicable to the Company. As informed to us there is no order thathas been passed by Company Law Board or National Company Law Tribunal or Reserve Bank ofIndia or any Court or any other Tribunal in respect of the said sections.

vi) As informed to us the maintenance of the cost records under the sub-section (1) ofsection 148 of the Companies Act 2013 has been prescribed and we are of the opinion thatprima facie the prescribed accounts and records have been made and maintained We have nothowever carried out a detailed examination of the records to ascertain whether they areaccurate or complete.

vii) a) The Company has been regular in depositing undisputed statutory dues includingProvident Fund Employees State Insurance

Income Tax Sales Tax Wealth Tax Service Tax Customs duty Excise duty Value AddedTax Cess and other statutory dues with the appropriate authorities during the year.According to the information and explanations given to us no undisputed amount payable inrespect of the aforesaid dues were outstanding as at 31st March 2015 for aperiod of more than six months from the date of becoming payable.

b) According to the information and explanations given to us there are no dues ofIncome Tax Sales Tax Wealth Tax Service Tax Custom duty Excise duty Value Added TaxCess which have not been deposited on account of any dispute except a given as follows :

Name of the Statute

Nature of Dues

Amount (' In Lakhs)

Financial years to which the matter pertains

Forum where dispute is pending

Income Tax Act

Income Tax

18.63

1997-1998 1999-2000 2001-02

Appellate Authorities at various stages

c) During the financial year there were no amounts which were required to betransferred to Investor Education and Protection Fund by the Company.

viii) The Company does not have any accumulated losses and has not incurred cash lossesduring the financial year and also in the immediately preceding financial year.

ix) According to the information and explanations given to us and based on thedocuments and records produced to us the company has not defaulted in repayment of duesto any Bank and the Company did not have outstanding dues to any Financial Institution orDebenture holders during the year.

x) According to the information and explanations given to us and the records examinedby us the Company has not given any guarantees for loans taken by others from banks orFinancial Institution.

xi) The Company did not have any term loans outstanding during the year.

xii) According to the information and explanations given to us and to the best of ourknowledge and belief no fraud on or by the Company has been noticed or reported duringthe year.